What is "Entrenchment"? State the provisions of Companies Act, 2013 and the rules made thereunder with regard to "Entrenchment".

The word 'entrenchment' is not defined under the Companies Act, 2013, but provisions for the same are contained in Section 5 of the Companies Act 2013 and Rule 10 of the Companies (Incorporation) Rules, 2014. As per the Oxford Dictionary 'entrenchment' means 'to apply additional legal safeguards'. In legal sense it means addition of provisions which makes certain provisions or regulations more difficult/ stringent or cumbersome by way of additional procedure or checks and safeguards. The articles of association of the company provides for regulations for management and affairs of the company. It is a public document and shareholders are presumed to have notice of the regulations of the articles of the company. The entrenched clauses in the articles, shall not be in violation of or in contradiction with express provisions of the Act and the memorandum of association of the company and in terms of Section 6 of the Act, the said entrenched clauses shall be void and unenforceable if they are against the provisions of Act and memorandum. The provisions of Section 5 of the Companies Act, 2013 and Rule 10 of the Companies (Incorporation) Rules (the Rules) can be discussed as under. Section 5(3) of the Companies Act, 2013: The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution are met or complied with. Section 5(4) of the Companies Act, 2013: The above provisions of entrenchment shall only be made either on formation of a company or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company. Section 5(5) of the Companies Act 2013: Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of Companies (the Registrar) of such provisions in such form and in such manner as may be prescribed. Rules 10 of the Companies (Incorporation) Rules, 2014: Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No. 32 (SPICe) as the case may be along-with the fees as prescribed at the time of incorporation of the company or in the case of the existing companies, the same shall be filed in Form No. MGT 14, within 30 days from the date of entrenchment of the articles, along with the fees as prescribed.